To the Members.
Your Directors have pleasure in submitting their Twenty Sixth Annual Report of theCompany together with the audited statementsof accounts for the year ended 3 Ist March2015
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Particulars for the Year ended 2014-2015 || ||(Rs. In Lakhs) |
|Particulars: ||Current Year ||Previous Year |
|Revenue from Operations: || ||0.03 |
|Other Income: ||3.14 ||2.31 |
|TOTAL INCOME: ||3.14 ||2.34 |
|Less: Interest & Expenses ||3.39 ||5.64 |
|Profit before Depreciation: ||(0.25) ||(3.30) |
|Less: Depreciation ||0.50 ||0.55 |
|Profit before Tax: ||(0.75) ||(3.85) |
|Less: Current Tax: || || |
|Less: Deferred Tax: || || |
|Profit after Tax: ||(0.75) ||(3.85) |
|Add: Opening Surplus || || |
|Balance for apportionment || || |
|Less: Dividend (incl. Div Distn Tax) || || |
|Less: Transfer to General Reserve || || |
|Balance carried over ||(0.75) ||(3.85) |
|Earnings per Share || || |
|Basic ||- || |
|Diluted || || |
Your Directors regret their inability to recommend dividend in view of accumulatedlosses.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
There is no unclaimed dividend with the company and hencethis is not applicable.
4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors are in the process of regularizing the strength of the company and thereare recoveries to some extent and the future potentiality to improve business alterrealizing the income-tax Refunds is also bright.
5. MATERIAL CHANGES AND COMMITMENT !F ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyduring the financial year to which these financial statements relate on the date of thisreport and there is no change in the nature of Business.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has taken all possible steps concerning development and implementation ofRisk Management for the Development of the Company in the long run and is proposing tocomments the activities after stabilizing the financial status of the company.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act. 2013 during the year under review and hence the said provision is notapplicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 186 are NIL.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The remarks of the Auditor under emphasis of matter about the heavy losses incurred bythe Company and about the remedial action required by the management we arc takingeffective steps to regularize the position. The company's Financial strength was affecteddue to the Income-tax cases pending against the company and steps taken by the Income-taxDepartment by freezing the Company's Funds. The cases have been decided by the HonourableHigh Court of Madras in favour of the Company and the position shall get improved afterreceiving the Refund. The provisions relating to submission of Secretarial Audit Report innot applicable to the Company.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isgoverned by Nominationand Remuneration Committee in guidance of various sections underCompanies Act 2013 and its rules. The Company has not paid any Remuneration to theDirectors in the absence of Income.
13. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure I and is attached to this Report.
14. NUMBER OFBOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had conducted 7 Board meetings on16.06.201415.07.201431.07.201406.09.2014 31.10.201408.11.2014 and 30.01.2015 duringthe financial year under review.
15. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with provisions of Section 134(5) of the Companies Act 2013. the Boardhereby submits its responsibility statement
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period:
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary. Joint venture or AssociateCompany.
The Company has not accepted any Deposits during the year. The amount of unclaimeddeposits and interest were deposited in escrow account with City Union Bank Ltd. and theamount payable as at 31.03.2015 is Rs.38000. (Previous Year Rs. 38000)
There is no change in the Board of Directors of the Company.
19. DECLARATION OF INDEPENDENT DIRECTORS
There is no Independent Director in the company and Mrs.Sweda Rajkumar is a womendirector in the Board.
20. STATUTORY AUDITORS
M/s. P.T.Ponnaiah and Co Chartered Accountants the existing Auditors are eligiblefor re-appointment as Statutory Auditors for the current financial year 2015-16 to holdthe office till the next Annual General Meeting. The relevant certificate from theAuditors have been obtained to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
21. RISK MANAGEMENT POLICY. AUDIT COMMITTEE. VIGIL MECHANISM. ETC.
The Company has got defined Risk Management Policy developed over a period of years andonce the operations are resumed the same shall be improved to comply with all thestatutory requirements.
During the year the Companyhas not issued any shares.
23. MANAGERIAL REMUNERATION:
There is no Managerial Remuneration paid by the Company.
Your Directors place on record their sincere thanks to bankers consultants andvarious Government Authorities for their continued support extended to your Company. YourDirectors also acknowledge gratefully the shareholders for their support and confidencereposed on your Company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Place : CHENNAI ||CHAIRMANAND || |
|Date : 15.07.2015 ||MANAGING DIRECTOR ||DIRECTO R |